REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT dated April 12, 2006 (the “Agreement”) is entered into by and among Festival Fun Parks, LLC, a Delaware limited liability company (the “Company”), Palace Finance, Inc., a Delaware corporation (“Palace Finance,” and together with the Company, the “Issuers”), Palace Entertainment Holdings, Inc., a Delaware corporation (“Holdings”), the other guarantors listed in Schedule 1 hereto (the “Subsidiary Guarantors,” and, together with Holdings, the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Jefferies & Company, Inc. (together with JPMorgan, the “Initial Purchasers”).
CREDIT AGREEMENT Dated as of April 12, 2006 among FESTIVAL FUN PARKS, LLC, as Borrower Representative, THE BORROWERS SIGNATORY HERETO, THE OTHER CREDIT PARTIES SIGNATORY HERETO, THE LENDERS PARTY HERETO FROM TIME TO TIME, and GENERAL ELECTRIC CAPITAL...Credit Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of April 12, 2006, among PALACE ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), FESTIVAL FUN PARKS, LLC, a Delaware limited liability company (“Festival”), SPLISH SPLASH AT ADVENTURELAND, INC., a New York corporation (“Splish Splash”), FAMILY FUN CENTER HOLDINGS, LLC, a Delaware limited liability company (“Family Fun Center”), SMARTPARKS — SAN JOSE, INC., a Delaware corporation (“Smartparks San Jose”), SMARTPARKS — RIVERSIDE, INC., a Delaware corporation (“Smartparks Riverside”), SMARTPARKS — SAN DIMAS, INC., a Delaware corporation (“Smartparks San Dimas”), RAGING WATERS GROUP, INC., a California corporation (“Raging Waters”), SMARTPARKS — CAROLINA, INC., a Delaware corporation (“Smartparks Carolina”), SMARTPARKS — FLORIDA, INC., a Delaware corporation (“Smartparks Florida”), SMARTPARKS — SILVER SPRINGS, INC., a Delaware corporation (“Smartparks Silver Springs”), PALACE MANAGEMENT COMPANY, LLC, a Delaware limited liab
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 12, 2006, by and among Festival Fun Parks, LLC, a Delaware limited liability company (the “Company”), Palace Entertainment Holdings, Inc., a Delaware corporation (“Holdings”) and Daniel S. Martinez (the “Executive”), each a “Party” and collectively the “Parties.” Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1.
GROUND LEASEGround Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc. • California
THIS GROUND LEASE (hereafter “Lease”) is made effective as of the 29th day of July 1998, by and among John M. Huish, Trustee of the Huish Land Trust dated May 24,1984, as to an undivided fifty (50%) interest, and Carolyn B. Huish Properties, a California limited partnership, by John M. Huish general partner, as to an undivided fifty (50%) interest, (hereafter, collectively the “Landlord”); Festival Fun Parks, LLC, a Delaware limited liability company (hereafter “Tenant”) who hereby agree as follows:
COMMERCIAL GROUND LEASE July 14, 1999 LANDLORD: Realty Income Corporation a Maryland corporation TENANT: Splish Splash at Adventureland, Inc. a New York corporation PREMISES LOCATION: Splish Splash at Adventure Land, Store No. 2549 Splish Splash Drive...Palace Entertainment Holdings, Inc. • June 16th, 2006
This Commercial Ground Lease (the “Lease”) is as of July 14, 1999, between Realty Income Corporation, a Maryland corporation (“Landlord”), and Splish Splash at Adventureland, Inc., a New York corporation (“Tenant”), with reference to the recitals set forth below.
STOCK PURCHASE AGREEMENT AMONG PALACE ENTERTAINMENT, INC., FESTIVAL FUN PARKS, LLC AND PALACE ENTERTAINMENT HOLDINGS, INC. FEBRUARY 9, 2006Stock Purchase Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Delaware
STOCK PURCHASE AGREEMENT, dated as of February 9, 2006, (the “Agreement”), by and among Palace Entertainment, Inc., a Delaware corporation (the “Seller”), Festival Fun Parks, LLC, a Delaware limited liability company (the “Company”), and Palace Entertainment Holdings, Inc., a Delaware corporation (the “Buyer”). This Agreement shall be effective as among all the parties, if at all, only when and if executed by the Buyer on or before 5:00 p.m., New York time on the date 12 days following February 9, 2006, but, in consideration of Buyer’s reliance on the agreement and commitment of Seller and the Company as set forth herein as the result of which Buyer will incur direct and indirect fees and expenses related to confirmatory due diligence and negotiating financing commitments and for other good and valuable consideration, shall be binding upon Seller and the Company upon their execution of this Agreement and until such time that Buyer fails to notify Seller and the Company pursuant to Sect
COMMERCIAL GROUND LEASE July 20,1999 LANDLORD: THE FIRST AMERICAN FINANCIAL CORPORATION, a California corporation TENANT: MALIBU CENTERS, INC., a Delaware corporation PREMISES LOCATION: Mountasia of Willowbrook 17190 Tomball Parkway Houston, Texas 77064Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Texas
This Subordination, Nondisturbance and Attornment Agreement (“Agreement”) is entered into as of the day of , 199 by and among Malibu Centers, Inc., a Delaware corporation (“Tenant”), (“Borrower”) and (“Bank”).
MODESTO GROUND LEASEGround Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc. • California
This Ground Lease is made on February 9, 1993, between Berberian Trust Properties (hereinafter called “Lessor”), and Camelot Park Family Entertainment Center, Inc., a California corporation, (hereinafter called “Lessee”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
This PROFESSIONAL SERVICES AGREEMENT, dated as of April 12, 2006 (the “Agreement”), by and among Festival Fun Parks, LLC, a Delaware limited liability company (the “Company”), Palace Holdings Group, LLC, a Delaware limited liability company (“PHG”) and MidOcean US Advisor, LP (“MidOcean”).
COMMERCIAL GROUND LEASE July 20, 1999Palace Entertainment Holdings, Inc. • June 16th, 2006 • California
This Commercial Ground Lease (the “Lease”) is dated for reference purposes only as of July 20, 1999, is made by and between NEWPORT EXCHANGE PROPERTIES, LLC, a Delaware limited liability company (“Landlord”), and MALIBU CENTERS, INC., a Delaware corporation (“Tenant”), with reference to the recitals set forth below. All obligations hereunder of Tenant are guaranteed by MALIBU ENTERTAINMENT WORLDWIDE, INC., a Georgia corporation (“Guarantor”).
COMMERCIAL GROUND LEASECommercial Ground Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc.
This Commercial Ground Lease (the “Lease”) is as of July 3, 2002, between REALTY INCOME CORPORATION, a Maryland corporation (“Landlord”), and FESTIVAL FUN PARKS, LLC, a Delaware limited liability company dba PALACE ENTERTAINMENT (“Tenant”), with reference to the recitals set forth below.
AMENDED AND RESTATED LEASEAssignment and Assumption of Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc.
THIS AMENDED AND RESTATED LEASE is made and entered into as of the 1st day of April, 1997, by and between ERNEST KLATT and VIOLET M. KLATT, his wife (hereinafter referred to as “Landlord”) and MITEY MITE RACE TRACKS, INC., a Florida corporation (hereinafter referred to as “Tenant”).
CONCESSION AGREEMENT FOR CONSTRUCTION, MAINTENANCE AND OPERATION OF A PLANNED RECREATIONAL DEVELOPMENT AT FRANK G. BONELLI REGIONAL COUNTY SWIM PARKConcession Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc.
SPECIALTY VILLAGES, a general partnership, and BRYANT L. MORRIS, General Partner, hereinafter referred to as “Concessionaire”.
LEASE AND OPERATING AGREEMENT BOCA RATON AIRPORT BETWEENLease and Operating Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Florida
WHEREAS, Lessor has jurisdiction over the operation and maintenance of and improvements to the State-owned land within the territorial limits of the City of Boca Raton, now known as the “Boca Raton Airport” (the “Airport”) in accordance with and subject to the provisions of Chapter 82-259, Laws of Florida, and Lease Agreement No. 3265 from the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida; and
LICENSE AGREEMENTLicense Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
This License Agreement (this “Agreement”) is made by and between Festival Fun Parks, LLC, a Delaware limited liability company (together with its affiliates, “FFP”), and VisionMaker, LLC, a Delaware limited liability company (“VisionMaker”), as of April 12, 2006 (the “Effective Date”). FFP and VisionMaker may each be referred to herein as a “Party” or, collectively, the “Parties.”
PUENTE HELLS EAST - CITY OF INDUSTRY RECIPROCAL EASEMENT AGREEMENT THE TRUSTEES UNDER THE WILL AND ESTATE OF JAMES CAMPBELL, DECEASED And COSTCO WHOLESALE CORPORATIONReciprocal Easement Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • California
THIS RECIPROCAL EASEMENT AGREEMENT (“REA”) is made and entered into as of December , 2000, by and between COSTCO WHOLESALE CORPORATION, a Washington corporation (“Costco”), and THE TRUSTEES UNDER THE WILL AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED, acting in their fiduciary and not in their individual capacities (the “Estate”).
LEASELease • June 16th, 2006 • Palace Entertainment Holdings, Inc.
(hereinafter referred to as “Landlord”) and MALIBU GRAND PRIX CORP., A Delaware corporation (hereinafter referred to as “Tenant”).
FIFTH AMENDMENT AND RESTATED LEASE BETWEEN THE CITY OF SAN JOSE AND PARAMOUNT PARKS INC.Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc. • California
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
THIS AMENDED AND RESTATED AGREEMENT (“Agreement”) is made as of the 12th day of April, 2006, by and between Festival Fun Parks, LLC (the “Company”) and James Cleary (“Executive”).
PALACE FINANCE, INC., PALACE ENTERTAINMENT HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND WELLS FARGO BANK, N.A., as Trustee 10 7/8% Senior Notes due 2014Indenture • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
INDENTURE dated as of April 12, 2006 among FESTIVAL FUN PARKS, LLC, a Delaware limited liability company (the “Company”), PALACE FINANCE, INC., a Delaware corporation (“Palace Finance,” and, together with Company, the “Issuers”), PALACE ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
LEASE AGREEMENTLease Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New Jersey
This Lease Agreement (“Lease”) dated May 15, 2001, is between Mountain Creek Resort, Inc., formerly known as Great Gorge Resort, Inc., a New Jersey corporation, with its principal place of business at 200 Route 94, Vernon, NJ 07462 (“Landlord”), and N-Ovation Park Management, Inc., a Delaware corporation, with its principal place of business at 50 North Laura Street, Suite 2600, Jacksonville, FL 32202 (“Tenant”). Tenant is a direct wholly-owned subsidiary of Alfa SmartParks, Inc., a Delaware corporation (“Alfa”). Landlord and Tenant are each sometimes referred to in this Lease individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FESTIVAL FUN PARKS, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FESTIVAL FUN PARKS, LLC (the "Company") is entered into as of April 12, 2006, by Palace Entertainment Holdings, Inc., a Delaware corporation, as the sole member of the Company (the "Member").
GROUND LEASE BETWEEN BIG KAHUNA, INC. AND FESTIVAL FUN PARKS, L.L.C.Ground Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Florida
In consideration of the rents and covenants set forth below, Landlord (as hereinafter defined) hereby leases to Tenant (as hereinafter defined), and Tenant hereby leases from Landlord, the Premises (as hereinafter defined), upon the following terms and conditions:
COMMERCIAL GROUND LEASE May 2, 2000 LANDLORD: Bellwood Associates Limited Partnership. a Massachusetts limited partnership TENANT: Festival Fun Parks, LLC a Delaware limited liability companyCommercial Ground Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc.
This Commercial Ground Lease (this “Lease”) is entered into as of May 2, 2000 by and between BELLWOOD ASSOCIATES, L.P., a Massachusetts limited partnership (“Landlord”), and FESTIVAL FUN PARKS, LLC, a Delaware limited liability company (“Tenant”), with reference to the recitals set forth below.
GROUND LEASEGround Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc.
THIS GROUND LEASE (the “Lease”) is executed as of this 1st day of November, 1994 (“Effective Date”), by and between LIVERMORE AIRWAY BUSINESS PARK, a California limited partnership (“Landlord”) and CAMELOT PARK FAMILY ENTERTAINMENT CENTER OF PLEASANTON VALLEY, L.P., a California limited partnership (“Tenant”).
JOINDER TO THE PURCHASE AGREEMENTPalace Entertainment Holdings, Inc. • June 16th, 2006 • New York
Reference is made to the Purchase Agreement (the "Purchase Agreement") dated March 29, 2005, between Palace Entertainment Holdings, Inc., a Delaware corporation (the "Parent"), Palace Funding, Inc., a Delaware corporation ("Funding") and you as representative of the initial purchasers (the "Initial Purchasers"), concerning the purchase of the Securities (as defined in the Purchase Agreement) from the Issuers by the Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
THIS LEASE AGREEMENT made as of this 1st day of November, 1997,Lease Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New Jersey
BETWEEN: KELLAM ASSOCIATES, INC. located at Star Route, Vernon, in the Township of Vernon, in the County of Sussex and State of New Jersey, herein designated as the “Landlord”.
LIMITED LIABILITY COMPANY AGREEMENT OF PALACE MANAGEMENT COMPANY, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT is entered into as of June 4, 2002, by Festival Fun Parks, LLC, a Delaware limited liability company (the “Member”).
FESTIVAL FUN PARKS, LLC PALACE FINANCE, INC. 107/8% Senior Notes due 2014 Purchase AgreementPurchase Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • New York
Festival Fun Parks, LLC, a Delaware limited liability company (the “Company”) and Palace Finance, Inc., a Delaware corporation (“Palace Finance”) and Palace Funding, Inc., a Delaware corporation (“Funding”), and a wholly-owned subsidiary of Parent (as defined below), (the Company, Palace Finance and Funding, the “Issuers”), as described below, propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of their 10 7/8% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of April 12, 2006 (the “Indenture”) among the Issuers party thereto, Palace Entertainment Holdings, Inc., a Delaware corporation (“Parent”), the subsidiary guarantors parties thereto listed in Schedule 2 hereto (the “Subsidiary Guarantors” and together with Parent, the “Guarantors”) and Wells Fargo Bank, N.A., a
COMMERCIAL GROUND LEASE MARCH 29, 1999Commercial Ground Lease • June 16th, 2006 • Palace Entertainment Holdings, Inc.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FAMILY FUN CENTER HOLDINGS LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • June 16th, 2006 • Palace Entertainment Holdings, Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FAMILY FUN CENTER HOLDINGS LLC (the “Company”) is entered into as of April 12, 2006, by Festival Fun Parks, LLC, a limited liability company, as the sole member of the Company (the “Member”).
